CHANGE OF CONTROL AGREEMENT



     This Agreement dated as of November 6, 1996 between HRE Properties (the
"Trust") and Willing L. Biddle ("Employee") .

     The Employee is currently employed by the Trust and the Employee's 
services are valued by the Trust.

     The Trust recognizes that the possibility of a change of control of the 
Trustmay result in the departure or distraction of the Employee, to the 
detriment of the Trust and its shareholders.

     The Trust wishes to assure the Employee of fair severance should his 
employment terminate in certain specified circumstances following a change of 
control.

     In consideration of the Employee's continued employment by the Trust, and 
for other good and valuable consideration, the parties hereto hereby agree as 
follows:


1.    Termination Benefits.  If the employment of the Employee is terminated
      by the Employee for Good Reason or by the Trust for any reason other
      than for Cause, within 18 months following a Change of Control,

      (a) the Trust shall pay Employee an amount equal to 12 months of 
      Employee's rate of base salary (exclusive of any bonus or other 
      benefit) in effect at the date of the Change of Control.  Such amount 
      shall be payable in cash in a lump sum within 45 days after such 
      termination; and

      (b) the Trust shall continue in force and effect for 12 months after
      termination (the "Continuation of Benefits Period") and at the same
      level and for the benefit of the Employee's family, where applicable,
      all life insurance, disability, medical and other benefit programs or
      arrangements in which the Employee is participating or to which the
      Employee is entitled at the date of the Change of Control, provided that
      the Employee's continued participation is possible under such programs
      and arrangements.  In the event that such continued participation is not
      possible, the Trust shall arrange to provide the Employee with benefits
      similar to those which Employee would be entitled to receive under such
      programs and arrangements. Without limiting the foregoing, the benefits
      continuation shall include a lump sum cash payment to the Employee
      within 45 days of such termination in lieu of Trust contributions on
      behalf of the Employee under the HRE Properties Profit Sharing and
      Savings Plan.  The amount of such payment shall be the product of (i)
      the number of months in the Continuation of Benefits Period and (ii)
      1/12 of 5% (or such other percentage reflected in the Trust's most
      recent annual contribution determined prior to the Change of Control)
      times the Employee's annual salary rate in effect immediately prior to
      the termination date or, if greater, the Employee's annual salary rate
      in effect immediately prior to the Change of Control.

          Payments under this Section 1 shall be reduced to the extent, but only
      to the extent, necessary to provide that no "payment in the nature of
      compensation" to (or for the benefit of) the Employee which is 
      "contingent"on the Change of Control would fail to be deductible for 
      federal income tax purposes by reason of section 28OG of the Internal 
      Revenue Code of 1986, as amended (the "Code"). As used in this Section 
      the words "payment in the nature of compensation" and "contingent" shall 
      be construed and applied in a manner consistent with the meaning of 
      those words under section 28OG of the Code and regulations thereunder.  
      The determination as to whether and to what extent a reduction in 
      payments under this Section 1 is necessary to
      avoid the nondeductibility of any payment under section 28OG of the 
      Code shall be made at the Trust's expense by Arthur Andersen & Co. 
      or by such other certified public accounting firm as the 
      Compensation Committee of the Trustees may designate prior to a Change of 
      Control.  In the event of any underpayment or overpayment under this 
      Section 1, as determined by Arthur Andersen & Co. (or such other firm 
      as may have been designated in accordance with the preceding sentence), 
      the amount shall forthwith be paid to the Employee or refunded to the 
      Trust, as the case may be, with interest at the applicable federal rate 
      provided for in section 7872(f)(2) of the Code.

2.    Definitions.       
      The definitions in Appendix A are hereby incorporated in this Agreement.

3.    No Duty to Mitigate Damages.  The Employee's benefits under this
      Agreement shall be considered severance pay in consideration of his past
      service and his continued service from the date of this Agreement, and
      his entitlement thereto shall neither be governed by any duty to
      mitigate his damages by seeking further employment nor offset by any
      compensation which he may receive from future employment.

4.    Withholding.  Anything herein to the contrary notwithstanding, all
      payments required to be made by the Trust hereunder to the Employee
      shall be subject to the withholding of such amounts, if any, relating to
      tax and other payroll deductions as the Trust may reasonably determine
      it should withhold pursuant to any applicable law or regulation.

5.    Legal Fees and Expenses; Interest.  The Trust shall pay all reasonable
      legal fees and expenses incurred by the Employee in successfully
      obtaining any right or benefit to which the Employee is entitled under
      this Agreement.  Any amount payable under this Agreement that is not
      paid when due shall accrue interest at the base rate as from time to
      time in effect at The Bank of New York, until paid in full.

6.    Arbitration.  Any dispute or controversy arising under or in connection
      with this Agreement shall be settled exclusively by arbitration in New
      York City in accordance with the rules of the American Arbitration
      Association then in effect.  The parties shall attempt to select a
      mutually agreeable arbitrator who shall promptly convene a hearing to
      resolve submitted disputes.  If the parties are unable to agree upon
      such an arbitrator within 20 days from initial contact, the American
      Arbitration Association shall be requested by either party to submit a
      list of at least seven arbitrators from which the parties shall attempt
      to select one by agreement.  In the event they do not so agree, they
      shall alternately strike names from this list beginning with the
      Employee, until a single name remains.  The remaining person shall be
      appointed to hear and decide the parties' disputes, drawing his
      authority and the bases for decision from this Agreement.  The
      arbitrator will resolve all submitted matters in a written decision with
      expedition.  Judgment may be entered on the arbitrator's award in any
      court having jurisdiction.

7.    Notices.  All notices shall be in writing and shall be deemed given five
      days after mailing in the continental United States by registered or
      certified mail, or upon personal receipt after delivery, telex, telecopy
      or telegram, to the party entitled thereto at the address stated below
      or to such changed address as the addressee may have given by a similar
      notice:


        To the Trust:              HRE Properties
                                   321 Railroad Avenue
                                   Greenwich, Connecticut  06830

        To the Employee:           At his home address,
                                   as last shown on the
                                   records of the Trust

8.    Severability.  In the event that any provision of this Agreement shall
      be determined to be invalid or unenforceable, such provision shall be
      enforceable in any other jurisdiction in which valid and enforceable and
      in any event the remaining provisions hereof shall remain in full force
      and effect to the fullest extent permitted by law.

9.    Binding Agreement.  This Agreement shall be binding upon and inure to
      the benefit of the parties and be enforceable by the Employee's personal
      or legal representatives or successors.  If the Employee dies while any
      amounts would still be payable to him hereunder, such amounts shall be
      paid to the Employee's estate.  This Agreement shall not otherwise be
      assignable by the Employee.

10.   Successors.  This Agreement shall inure to and be binding upon the
      Trust's successors.  The Trust will require any successor to all or
      substantially all of the businesses and/or assets of the Trust by sale,
      merger (where the Trust is not the surviving entity), lease or
      otherwise, to assume expressly this Agreement.  If the Trust shall not
      obtain such agreement prior to the effectiveness of any such succession,
      the Employee shall have all rights resulting from termination of the
      Employee's employment under this Agreement.  This Agreement shall not
      otherwise be assignable by the Trust.

11.   Amendment or Modification; Waiver.  This Agreement may not be amended
      unless agreed to in writing by the Employee and the Trust.  No waiver by
      either party of any breach of this Agreement shall be deemed a waiver of
      a subsequent breach.

12.   Continued Employment.  This Agreement shall not confer upon the Employee
      any right of continued or future employment by the Trust or any right to
      compensation or benefits from the Trust except the right specifically
      stated herein to certain severance benefits, and shall not limit the
      right of the Trust to terminate the Employee's employment at any time,
      except as may be otherwise provided in a written employment agreement
      between the Trust and the Employee.

13.   Governing Law.  The validity, interpretation, performance and
      enforcement of this Agreement shall be governed by the laws of The
      Commonwealth of Massachusetts.

14.   Liability of Shareholders.  This Agreement is executed by or on behalf
      of the Trustees of the Trust solely in their capacity as such Trustees,
      and shall not constitute their personal obligation either jointly or
      severally in their individual capacities.  The shareholders, Trustees,
      officers or agents of the Trust shall not be personally liable for any
      obligations of the Trust under this Agreement and all parties hereto
      shall look solely to the property of the Trust for the payment of any
      claim hereunder.






     IN WITNESS WHEREOF the parties have duly executed the Agreement as of 
the above date.



                              
                                                      Employee 



                                HRE PROPERTIES

By:                                                   Title:  Chairman
                      APPENDIX A TO CHANGE OF CONTROL AGREEMENT



     "Change of Control" shall mean the occurrence of any one of the 
following events:


(a) any Person becomes the owner of 20% or more of the Trust's Common Shares
    and thereafter individuals who were not Trustees of the Trust prior to
    the date such Person became a 20% owner are elected as Trustees pursuant
    to an arrangement or understanding with, or upon the request of or
    nomination by, such Person and constitute at least two of the Trustees;
    or

(b) there occurs a change of control of the Trust of a nature that would be
    required to be reported in response to Items la of Form 8-K pursuant to
    Section 13 or 15 under the Securities Exchange Act of 1934 ("Exchange
    Act"), or in any other filing by the Trust with the Securities and
    Exchange Commission (the "Commission"); or

(c) there occurs any solicitation of proxies by or on behalf of any Person
    other than the Trustees of the Trust and thereafter individuals who were
    not Trustees prior to the commencement of such solicitation are elected
    as Trustees pursuant to an arrangement or understanding with, or upon
    the request of or nomination by, such Person and constitute at least two
    of the Trustees.

(d) the Trust executes an agreement of acquisition, merger or consolidation
    which contemplates that (i) after the effective date provided for in the
    agreement, all or substantially all of the business and/or assets of the
    Trust shall be owned, leased or otherwise controlled by another
    corporation or other entity and (ii) individuals who are trustees of the
    Trust when such agreement is executed shall not constitute a majority of
    the trustees or board of directors of the survivor or successor entity
    immediately after the effective date provided for in such agreement;
    provided, however, for purposes of this paragraph (c) that if such
    agreement requires as a condition precedent approval by the Trust's
    shareholders of the agreement or transaction, a Change of Control shall
    not be deemed to have taken place unless and until such approval is
    secured.



                                         
        "Common Shares" shall mean the then outstanding Common Shares of the 
     Trust plus, for purposes of determining the ownership of any Person, 
     the number of unissued shares of Common Shares which such Person has the 
     right to acquire
     (whether such right is exercisable immediately or only after the passage of
     time) upon the exercise of conversion rights, exchange rights, warrants or
     options or otherwise.

        "Person" shall have the meaning used in Section 13(d) of the Exchange 
     Act, as in effect on December 31, 1984.  A Person shall be deemed to be 
     the "owner" of any Common Shares:

     (a) of which such Person would be the "beneficial owner", as such term is
     defined in Rule 13d-3 promulgated by the Commission under the Exchange
     Act, as in effect on December 31, 1984; or

     (b) of which such Person would be the "beneficial owner", as such term is
     defined under Section 16 of the Exchange Act and the rules of the
     Commission promulgated thereunder, as in effect on December 31, 1984; or

     (c) which such Person or any of its Affiliates or Associates (as such terms
     are defined in Rule 12b-2 promulgated by the Commission under the
     Exchange Act, as in effect on December 31, 1984), has the right to
     acquire (whether such right is exercisable immediately or only after the
     passage of time) pursuant to any agreement, arrangement or understanding
     or upon the exercise of conversion rights, exchange rights, warrants or
     options or otherwise.

     Termination for "Cause" shall mean termination of the Employee's employment
     by the Trust because of dishonesty, conviction of a felony, gross neglect 
     of duties (other than as a result of disability or death), or conflict 
     of interest(other than any conflict of interest which has been fully 
     disclosed to the Trustees and has been determined by them not to be 
     material), which, in the case of gross neglect or conflict, shall continue 
     for 30 days after the Trust gives written notice to the Employee 
     requesting the cessation of such gross neglect or conflict, as the case 
     may be.

     Termination for "Good Reason" shall have the following meanings.

        Termination for "Good Reason" shall mean the voluntary termination by 
     the Employee of his employment within 90 days after the occurrence of  
     any one of the following events without the Employee's express written 
     consent:

     (a) the assignment to him of any duties inconsistent with his positions,
         duties, responsibilities, reporting requirements, and status with the
         Trust immediately prior to a Change of Control, or a substantive change
         in the Employee's titles or offices as in effect immediately prior 
         to a Change of Control, or any removal of the Employee from or any 
         failure to reelect him to such positions, except in connection 
         with the termination of the Employee's employment by the Trust 
         for Cause or by the Employee other than for Good Reason; 
         or any other action by the Trust which
         results in a diminishment in such position, authority, duties or
         responsibilities, other than an insubstantial and inadvertent action
         which is remedied by the Trust promptly after receipt of notice thereof
         given by the Employee; or

     (b) if the Employee's base salary for any fiscal year is less than 100
         percent of the base salary paid to the Employee in the completed fiscal
         year immediately preceding the Change of Control, or if the Employee's
         total cash compensation opportunities, including salary and incentives,
         for any fiscal year are less than 100 percent of the total cash
         compensation opportunities made available to the Employee in the
         completed fiscal year immediately preceding the Change of Control; or

     (c) the failure of the Trust to continue in effect any benefits or
         perquisites, or any pension, life insurance, medical insurance or
         disability plan in which the Employee was participating immediately
         prior to a Change of Control unless the Trust provides the Employee 
         with a plan or plans that provide substantially similar benefits, or 
         the taking of any action by the Trust that would adversely affect the
         Employee's participation in or materially reduce the Employee's 
         benefits under any of such plans or deprive the Employee of 
         any material fringe benefit enjoyed by the Employee 
         immediately prior to a Change of Control; or

     (d) any relocation of the Employee outside Manhattan in New York City; or

     (e) the Trust sells or otherwise disposes of, in one transaction or a 
         series of related transactions, assets or earning power aggregating 
         more than 50% of the assets (taken at asset value as stated on the 
         books of the Trust determined in accordance with generally accepted 
         accounting principles consistently applied) or earning power of the 
         Trust to any other Person or Persons; or

     (f) any other breach by the Trust of any provision of this Agreement,
         provided that the same shall have continued unremedied for a period of
         30 days after the Employee gives notice to the Trust requesting that 
         the Trust remedy the same.